EMPLOYMENT AND PHANTOM STOCK AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4 EMPLOYMENT AND PHANTOM STOCK AGREEMENT THIS AGREEMENT made and entered into as of the "Executive"); day of , 200 by and between Camp Coast to Coast, Inc., a Delaware corporation ("the Com WITNESETH WHEREAS, the Company proposes to employ the Executive in the operations of the Company and the Company is desirous of affording Executive incentives, in the form of phantom stock of the Company, in connection therewith; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Company and Executive hereby agree as follows: ARTICLE I EMPLOYMENT Section Employment.The Company hereby employs the Executive as the l.l. of the Company to perform such duties and discharge such functions, consis senior executive office held by Executive, in and about the business and affairs of the Company, or one or more of its subsidiaries, as the board of directors of the Company may from time to time determine. Executive agrees, during the term hereof, to diligently and in good faith perform and discharge such duties and functions and Executive shall devote all of his working time, energy and ability exclusively to the performance of his duties hereunder. Executive shall not directly or indirectly engage or participate in the operations or management of, or render any services to, any other businesses or enterprises. Section l.2. Compensation.The Company agrees to pay Executive a base annual salary of $ . Basic compensation payable under this section shall b Basic accordance with such practices and procedures as are generally applicable to other employees of the Company. Section l.3. Fringe Benefits.While Executive is in the employ of the Company, the Company agrees to provide to Executive such benefits as may be provided by the Company from time to time to its similarly situated employees. Section 1.4. Severance.If the Company terminates the employment of the Executive without Cause, the Company shall (i) make a lump sum severance payment equal to ( ) months of the Executive's current base compensation paid pursuant to Section 1.2 hereof, and (ii) pay to the Executive the amount of the bonus, if to the date of such termination under section 1.5 hereof. Such severance payment shall be made within thirty (30) days after the determination of the amount of the accrued bonus calculated pursuant to the provisions of section 1.5 hereof. It is agreed that any termination of employment is without prejudice to any other remedy to which the Company may be entitled, either by law, in equity or under this Agreement and without prejudice to Executive's Phantom Stock Interest. The Company has the absolute right to terminate this Agreement, and the employment of the Executive hereunder, for Cause without any further obligation to the Executive in respect of severance payments to the Executive hereunder. For purposes of this Agreement, Cause shall mean: (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company; (ii) conduct which brings the Company into public disgrace or disrepute; (iii) gross negligence or willful gross misconduct with respect to the Company; (iv) breach of a fiduciary duty to the Company; (v) a breach of Article III of this Agreement; or (vi) Executive's failure to cure a breach of any term of this Agreement (other than Article III) within thirty (30) days after receipt of written notice from Company specifying the act or omission that constitutes such breach. The Executive shall not be entitled to severance under this section 1.4 if the employment of the Executive is terminated for any of the following reasons: (i) the Executive terminates this Agreement at any time; (ii) death of the Executive; (iii) the Disability of the Executive. Section 1.5. Bonus.The Company adopts, from time to time, formal written bonus programs for certain of its Executives. Such written bonus programs, if adopted and if extended to the Executive, shall be in addition to the basic compensation payable under section 1.2 hereof. The amount of the bonus will be determined on mutually agree-upon objective. The Company reserves the absolute right to amend, replace or terminate, from time to time, any such written bonus programs and to determine the extent of its application, all without any liability to the Executive. The bonus, if any, payable under the section 1.5 shall be paid in accordance with the terms of the formal written bonus program adopted by the Company. Section l.6. The term of this Agreement shall commence on the date of this Agreement and continue through the anniversary of the date of this Ag Term. provided, however, that Executive shall have the continuing option to immediately terminate the employment provided by section l.l hereof by giving two (2) weeks' notice thereof to the Company and the Company shall have the continuing option to immediately terminate the employment provided by section l.l hereof by giving written notice thereof to Executive which notice may be effective immediately. Upon any such termination, all of the rights and obligations set forth in this Article I shall terminate provided, however, that the Company shall pay to Executive the severance, if any, payable under section 1.4 hereof and no termination of Executive under any circumstance shall prejudice Executive's right to the Phantom Stock Interest provided under Article II of this Agreement. ARTICLE II PHANTOM STOCK INTEREST Section 2.l. Award of Phantom Stock Interest.Provided that the Executive shall have been a full time employee of the Company for the twelve (12) consecutive calendar months preceding each such date (or, in the case of January 1 of the year following the date of this Agreement, the period of time between the date hereof and such January 1), the Company agrees that Executive shall be awarded one Phantom Stock interest on each of , , , and [month/day/yea Section 2.2. Payment of Phantom Stock Interest.The Company shall pay, and Executive shall be entitled to receive, the value of the Phantom Stock Interest, which shall be paid as follows: (a) in the event of a Sale, at the same time and in the same form of consideration (on the same proportionate basis) as is paid to the seller in the Sale; (b) in the case of an Offering, (i) at the election of the Executive, in the form of registered stock issued in the Offering as long as, in the opinion of the underwriters in the Offering, such issuance to the Executive would not have an adverse impact on the Offering, or (ii) if it is 2 determined that such issuance to Executive would have an adverse impact on the Offering or if the Executive does not elect to receive registered securities, then in cash as described in subsection (c) below; (c) in the case of a Private Placement, an Offering described in subsection (b)(ii) above, or in the case of the occurrence of any other Determination Da in cash as follows: (i) One-third ( 1/3 ) thereof within thirty (30) days of the determination of such cash value in accordance with the provisions of section 4.3 hereof, and (ii) One-third ( 1/3) thereof on the first anniversary of the Determination Date, and (iii) One-thirdthereof on the second anniversary of the Determination Date. 1/3) ( Section 2.3. Beneficiary.Executive may designate (by filing with the Company a written beneficiary designation form in form reasonably acceptable to the Company) one or more primary beneficiaries or contingent beneficiaries to receive all or a specified part of the cash value of the Phantom Stock Interest which, at the time of Executive's death, may remain unpaid under this Agreement and Executive may change or revoke any such designation from time to time. The initial designation is set forth on the signature page of this Agreement. No change or revocation of the beneficiary designation shall be effective unless executed by Executive and accepted by the Company during Executive's lifetime. Each such designation, change or revocation shall be effective under this Agreement until changed or revoked in the manner specified herein. No such change or revocation shall require the consent of any beneficiary theretofore designated by Executive. If Executive fails to designate a beneficiary, or designates a beneficiary and thereafter revokes such designation without naming another beneficiary, or designates one or more beneficiaries and all such beneficiaries so designated fail to survive Executive, then the beneficiary of the Phantom Stock Interest, or the part thereof as to which Executive's designation fails, as the case may be, shall be the representative of Executive's estate. Unless Executive has otherwise specified in the beneficiary designation, the beneficiary or beneficiaries designated by Executive shall become fixed as of Executive's death so that, if a beneficiary survives Executive but dies before the receipt of all payments due such beneficiary, such remaining payments shall be payable to the representative of such beneficiary's estate. Section 2.4. Benefits Not Transferable.Neither Executive nor any beneficiary hereunder shall have any transferable interest in the payments due hereunder nor any right to anticipate, alienate, dispose of, pledge or encumber the same prior to actual receipt thereof, nor shall the same be subject to attachment, garnishment, execution following judgment or other legal process instituted by creditors of Executive or any such beneficiary provided that the unpaid cash value of Executive's Phantom Stock Interest and any payments due hereunder shall at all times be subject to set-off for debts owed by the Executive to the Company or its affiliates. Section 2.5. Nature of the Company's Obligation. The Company shall maintain a record of the Phantom Stock Interest but the Company shall not be required to segregate any funds or other assets to be used for the payment of benefits under this Agreement and no such record shall be considered as evidence of the creation of a trust fund, an escrow or any other segregation of assets for the benefit of Executive or any beneficiary of Executive. The obligation of the Company to make the payments described in this Agreement is an unsecured contractual obligation of the Company only, and neither Executive nor any beneficiary of Executive shall have any beneficial or preferred interest by way of trust, escrow, lien or otherwise in and to any specific assets or funds. Executive specifically acknowledges that the Phantom Stock Interest to be awarded pursuant to the terms of this Agreement are not securities in the Company and do not create any right in the equity or capital of the Company or any of its affiliates. Executive and each beneficiary of Executive shall look solely to the general credit of the Company for satisfaction of any obligations due or to become due under this Agreement, it being expressly acknowledged by the Executive that the obligations of the Company hereunder are 3 junior and subordinate in right of payment to the obligations of the Company to its or AGI's lenders. If the Company should, in its sole discretion, earmark or set aside any funds or other assets to pay benefits hereunder, the same shall, nevertheless, remain and be regarded as part of the general assets of the Company subject to the claims of its general creditors (and shall not be considered to be held in a fiduciary capacity for the benefit of Executive or any beneficiary hereunder), and neither Executive nor any beneficiary of Executive shall have any legal, beneficial, security or other property interest therein. Upon delivery by the Company to Executive of the consideration as provided in section 2.2, the rights and obligations of the Company and Executive under this Article II shall terminate and Executive shall have no other or further rights under this Article or in respect hereof. ARTICLE III COVENANT NOT TO COMPETE Section 3.l. Covenant Not to Compete.Executive hereby covenants that, for a period of [eighteen (18)] months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder (other than as a less than 5% shareholder in a publicly-traded company), agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the preceding covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.l in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within 180 days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated. Section 3.2. Remedies.Recognizing that a breach of the covenant contained in section 3.1 would cause the Company irreparable injury and the damages at law would be difficult to ascertain, Executive consents to the granting of equitable relief by way of a restraining order or temporary or permanent injunction by any court of competent jurisdiction to prohibit the breach or enforce the performance of the covenants contained in section 3.l. The invalidity or unenforceability of any provision of this Article or the application thereof to any person or circumstance shall not affect or impair the validity or enforceability of any other provision or the application of the first provision to any other person or circumstance. Any provision of this Article that might otherwise be invalid or unenforceable because of contravention of any applicable law, statute or governmental regulation shall be deemed to be amended to the extent necessary to remove the cause of such invalidation or unenforceability and such provision as so amended shall remain in full force and effect as a part hereof. 4 ARTICLE IV DEFINITIONS AND GENERAL PROVISIONS link to document